In the sleeping land of Equestria, three little ponies shivered around a dying camp fire, huddled in a gloomy cave. The night was cold and dark, the moon obstructed by rumbling clouds. A bolt of lightning ripped the sky open, the resulting boom echoing across the walls of the deep cavern, reaching the former sirens.

Sonata Dusk couldn’t help but squeak, her hooves fidgeting nervously as she stoked the fire. She and her sisters had been caught unawares by the storm, and it was by sheer luck they had found this cave. They had gone far enough to escape the biting winds, but the thunder still reached them. Adagio had refused to go deeper into the cave system, who knew what creatures could lurk in the underground. The sirens had been absent from Equestria for a millennium, they had to learn to adapt to a new world once again. And new bodies. Once again.

“I hate being a pony!” Aria spat. She had been the least enthusiast about their new form, and the slowest to adapt to being a quadruped.

Sonata couldn’t help but smile at the memory of her big sister face-planting every three steps as they sneaked out of the Crystal Empire. The security in the castle had been shockingly lax, the mirror wasn’t even guarded! All their planning for nothing, that sure had sent one of them into a fury. The azure earth pony glanced at their leader, currently deep in thoughts about their next move. Or Adagio could just be pouting, Sonata was never sure.

“Fuck!” Aria stumbled and fell , doing her best impression of a newborn deer. “I hate Equestria!”

“Keep it down.” Adagio snapped. “We don’t want anyone to find us.”

“Like who?” Aria stood on shaky legs, her purple fur matted with dirt. “There’s no one stupid enough to be out in a storm like this, except us!”

“Shut it.”

“Face it Adagio, coming back was a stupid idea. All those nights sneaking around that stupid school, testing that stupid statue, stealing guns…” Aria snarled in rage. “We didn’t get our magic back, we’ve been transformed into stupid earth ponies and our guns turned into pies!”

“At least they were tasty…” Sonata eeped as her sisters rounded up on her, Aria promptly stumbling on her side. She was used to being a little smaller than her sisters, in siren or human form, but her pony body was just tiny! It made her sisters much more intimidating.

“Be that as it may,” Adagio breathed, ignoring the fallen pony screeching curses “all is not lost. Can’t you feel it girls? We may have lost our powers, but they are slowly coming back."

"But our pendants are still gone..." Sonata whispered, rubbing her chest mournfully.

The source of their powers had been shattered by a group of humans led by two transformed Equestrians, Twilight Sparkle and Sunset Shimmer, names forever etched in their hit list; the red mystical jewels had fallen to pieces when the detestable magic of harmony had washed over them, the useless shards falling to the ground. They were then powerless, desperate, did awful things to survive, but one thing kept them going: without powers the curse keeping them out of Equestria had been broken, they could traverse the portal at the base of the Canterlot High statue and go back home. The sirens thought they would emerge on the other side in their original Hippocampus bodies, half equine and half fish. Adagio had been positive that when that happened their pendants would be restored, the jewels a natural part of their Equestrian forms. Instead they were turned into three earth ponies, their chest devoid of any magical jewels. And their backup weapons had splashed on their faces.

"It may take months, years, but one day our pendants will have regenerated," Adagio assured, looking into the fire. "and when that happens we can shed this miserable form!”

"I can't wait to have my fins back!" Sonata squeed.

"Our songs will wash over the land, our reign will be absolute!" Adagio rose, her fur bristling.

“We will make Twilight Sparkle pay!” Aria cheered savagely.

“I wonder if her magic tastes like grapes.” Sonata rubbed her chin, licking her lips.

“And then, we will take over Equestria!” Adagio boomed, forgetting her own advice on discretion.

A sinister voice cut through the happy mood, creeping from the surrounding darkness.

“Now that’s something I’ve never heard before.”

The ponies whirled to face the intruder, Aria flopping around like a fish. Sonata thought she could make out an imposing shadow amongst the blackness, just at the edge of the fire’s circle of light. She could see a pair of glowing green eyes, the slitted pupils focused on her.

“Hmmm,” the voice had a strange reverb quality, like the purring of a cat. The shadow sniffed, tasting the air. “delicious, you will do nicely.” Sonata suddenly heard a strange sound, like water dripping from a broken tap.

“Show yourself!” Adagio took a brave step towards the stranger, trying to make herself seem taller. “We aren’t afraid of you!”

“Oh?” the creature tilted its head curiously, staring at her. “Then I will take you first.” The unnerving eyes then sought Sonata once again, making her shiver. “And I will keep you for last.” It purred sensually. Sonata couldn’t help but whimper; she was sure she had seen a pair of sharp fangs, glinting in the darkness. She tried to make herself as small as possible, belly flat on the ground. The dripping sound intensified.

“Come and get us or fuck off then!” Aria challenged, sprawled next to Sonata. The clumsy pony managed to drape a hoof across her frightened sister.

“Such language.” The voice chuckled warmly. “You definitely are not normal ponies. I was right to track your scent.” Once again Sonata was the center of its attention, until someone stepped in front of the shivering girl.

“You won’t lay a hand on us!” Adagio shouted, shielding her sister with her body. “Now begone!”

“Hand?” the stranger sounded confused.

“Yeah!” Aria snorted. “And you can shove a fist right up your…”

“Enough.” The voice lost its seductive tone, and a sickly green magic erupted from the darkness. “Foreplay is nice, but I can only get so hard.”

Aria and Sonata were lifted from the ground, effortlessly carried by the emerald magic. They shouted, cried and cursed, but went silent when their captor stepped into the fading light. Sonata froze as she took in the strange creature, at first thinking that an alicorn had found them. It looked like a very tall equine (even Aria, the tallest of the three, would only come up to her withers) and it was covered in a black carapace covered in cracks and gashes. It had a ragged wispy mane, and equally ragged insect wings. Its wicked curved horn was glowing, illuminating the hungry face underneath. The walking horror licked its lips, covering its ivory fangs in saliva.

“I don’t know what you truly are, my little darlings, but you now belong to me." she cackled evilly, buzzing her wings. "From this day forward you belong to Chrysalis, Queen of the Changelings!”

“Lame!” Aria jeered, spinning in the air.

"Uh?" Chrysalis did a double take, not expecting such a reaction.

"You sound like a dumb Disney villain!" Aria openly laughed

"What's the hay is a Disney?" the changeling murmured in confusion. She wondered if the pony had lost her mind. With the way she had been stumbling like a drunkard maybe she had some brain damage.

“We are no one’s property!” Adagio shouted. She was still on the ground, but her hooves were magically held down. She squirmed to get free. “We are proud sirens, you would do well to release us you overgrown bug!”

“Sirens…” Chrysalis’ eyes widened and for a shining instant Sonata believed that the queen was afraid. But the smile that spread on the changeling’s muzzle dashed her hopes. “I thought that fool Star Swirl had finished the last of your kind ages ago. This is PERFECT!”

“What… what are you going to do to us?” Sonata whispered, her tail tucked between her legs. The hungry stare Chrysalis kept giving her was unnerving. Especially since the slitted eyes kept lingering on her behind.

“Don’t worry my dear.” Chrysalis gently caressed Sonata's face with a tendril of magic. “I won’t hurt you.” She gave the hopeful pony a fanged smile. “Much.” Sonata squeaked fearfully, hers ears twitching as the strange dripping sound got louder, followed by a wet *slap*. She realized it was coming from underneath the changeling... She didn't want to know what she was hiding down there.

“Just try it!” Aria barked as Sonata gave a mewl of distress. “Once we have our old bodies you won’t stand a chance!”

“Then I will have to break you before it happens.” Chrysalis stated matter-of-factly. “Let’s get to it, shall we?”

“You BIT… Hrmm!”

Aria tried to shout, but the magic surrounding them was quickly solidifying, taking the consistency of gelatin. The jelly surrounding Aria’s mouth hardened into a solid muzzle, while she and Sonata where pressed against the wall. The substance started to rapidly spread across the cavern, illuminating the refuge with an eerie green glow. Sonata was too shocked to fight, and soon enough she was stuck into a wall of green goo, her legs covered and firmly held in place. As the cave got brighter and brighter, the rest of Chrysalis’ body was revealed. Her long legs were perforated with holes, her green tail was swishing back and forth excitedly and her fifth leg was beating against her underside in wet *slaps*. Wait, fifth leg? Sonata’s brain short-circuited as she realized what the monstrous member was. A giant black horse cock, complete with a huge set of testicles, the shaft bulging with throbbing veins, the head leaking a syrupy liquid from its jutting urethra; the enormous dick seemed to twitch with the changeling’s heart beat. Chrysalis sauntered over, her eyes fluttering as her schlong bounced against her belly with another *slap*, spraying a long strand of its viscous white liquid on Adagio’s muzzle. The former siren’s hooves were stuck to the ground with slime, her mouth open in a silent scream as she realized what was about to happen. She clicked her jaws shut as the foul smelling fluid dripped into her mouth. The taste was unbelievably potent. It made her gag in revulsion but her body couldn’t help but respond, her nethers becoming hot and moist.

“I thought you were a Queen!” Adagio shouted, spitting repeatedly.

“Oh but I am." Chrysalis purred. She licked her lips with a disturbingly long tongue. "Normally I would oversee the health of my hive, looking over my children as a mother should. They can multiply by themselves after the first generation via ovipositon.” She smiled with nostalgia. “Sometimes I would even take the finest specimens to my bed; only a select few were allowed to deposit their eggs in me.” Chrysalis circled the bound pony like a shark, her member bouncing with each step. “But you see, after some… unfortunate events my hive rejected me. The little brats kicked me out in favor of Celestia.” She snorted with humor. “Good luck to her, they will drive her insane with their whining. Now, do you know what happens when a changeling queen is hive-less?”

“I don’t care about...”

“It’s called the ‘nuptial flight’.” Chrysalis purred, nipping at Adagio’s flanks. “The queen grows male parts and searches for potential mates, ponies with good breeding stock, to create a new generation of changelings.” She stopped behind the struggling pony, sniffing her dripping snatch. It was puffy and wet, a hint of pink quivering under the yellow fur. “Do try to enjoy this.” Her tongue lashed out, thick and slimy. The queen tasted her future conquest, slobbering all over the repulsed pony's backside.

“No! Don’t you dare!” Adagio shouted.

Chrysalis' tongue caressed Adagio's firm thighs, enjoying the pony's squirms of disgust. The changeling raised an eyebrow as her organ coiled around Adagio's teats. They were surprisingly large for a pony, and the thought of the mounds swelling with milk made Chrysalis snort in excitement. A strangled cry escaped Adagio's lips when the wet limb slipped into her without warning. The glistening flat tentacle quivered at her entrance, explored further, tested her depths. It slithered around every inch of her snatch, coiling around like a snake, coating her walls with slime. Seeing the pony wink uncontrollably, Chrysalis smiled and retracted the wet muscle. She seemed to enjoy the taste.

“No wait! You can’t do this…”

“Oh don't worry, I can.” Chrysalis said huskily. “Once my seed reaches your womb you will enter a forced heat.” She growled in anticipation as she reared up. Her barrel collided with Adagio’s shapely rump, Chrysalis squirming impatiently forward. "No need to wait for your natural cycle..."

“That’s not what I meant!” Adagio squealed as the strong black forelegs grasped her sides, embracing her with terrifying power. The changeling was surprisingly light for her size, but her weight still terrified the siren as she was mounted. “NO! We have a destiny…” her breath hitched as Chrysalis’ member teased her opening, the broad head squirting a jet of slimy juice all over her behind. “We have a purpose…” she tried to free her hooves, in vain.

“You have a new purpose.” Chrysalis growled into her ear. “Pleasure me.” Her rear hooves dug into the ground. “Serve the hive.” Her thighs quivered. “Breed.”

The Queen snapped her jaws around Adagio’s neck, ignoring the cries of pain, her fangs almost puncturing the skin. Her hips surged with savage purpose and her back arched; all of Chrysalis' being was bent on claiming her new broodmare. The slick head of her prick pushed against Adagio’s folds, then started to sink in. She hissed in satisfaction around a mouthful of fur, but the opening suddenly got astonishingly tight, her dick popping up and sliding between the pony’s ass cheeks. She grunted, loins burning with need as her dick was squashed between their bodies. Her length seized, veins throbbing as many spurts of goop slathered Adagio’s back, seeping into her poofy mane. Marking the pony in such a way made Chrysalis harder than ever, almost painfully so. This beautiful mare was hers, she would carry her scent inside and out, and before long she would swell with her brood.

Blinded by lust Chrysalis started humping like an animal, her cock ramming into the siren’s groin but never finding her target. Adagio was gritting her teeth with rage as she clenched her privates, trying to keep the dripping shaft out. It slid randomly between her firm buttocks or between her legs, where it slid between her teats. The changeling seemed to linger a little when her shaft was snugly pressed between her swollen mounds, enjoying the pressure before resuming her wild thrusts. Adagio hoped that if she held out long enough the changeling would come from the frantic rubbing. She smirked when Chrysalis started to aim for her jugs more often than her pussy, the queen whimpering in pleasure as her cock squirted all over Adagio's belly. The siren started swaying her hips sensually to make the teat-fuck more pleasurable, Chrysalis hissing at the unexpected action. She couldn't help but halt her humping, letting Adagio massage her shaft. Chrysalis even started to grind her length without pulling back, closing her eyes as she took her pleasure... Before growling in fury.

Realizing that she was being duped, the changeling redoubled in effort, looking to penetrate before she blew her load all over those heavenly teats. She drew back and positively hammered away, although she angled her hips to direct her cock downwards whenever is slipped away. She was about to give in to her pleasure and aim solely for Adagio's belly when one particularly powerful thrust found its mark: the blunt head of her desperate cock pushed Adagio's lower lips open just a bit, sinking instead of slipping away. The siren tried to shy away but the changeling just pressed harder. The turgid length started to bend like a bow as Chrysalis tried to punch through, her nose releasing frustrated snorts, her fangs biting harder, her hind legs straining with effort. She was using all her might to overcome the stubborn mare, she even considered biting her for real… Until the blunt head finally popped into Adagio’s dripping cunt with a disgusting wet *slurp*. The siren screamed in frustration as her walls rippled around the enormous intruder. Above her Chrysalis squealed in pleasure, her whole body quivering as she savored the velvety confines. The queen released Adagio’s nape, a depraved grin on her black muzzle, as she screamed victoriously.

“YES!” the shout was punctuated with a tremendous thrust, her cock barely sinking into Adagio. The length kicked and flexed, spurting slimy jets into the tight cunt, helping it slide in. Chrysalis’ hind hooves dug deep furrows into the soil as she tried to insert herself further. Sonata was looking at the horrible display with tears filled eyes. Chrysalis’ back was to her, so she could see everything as her sister was inexorably stretched. “Keep squeezing like that, I love it!” the changeling cried in ecstasy. Juices were squirting around the massive pole as it jerkily sank deeper, Chrysalis' emissions and her sister's arousal mixed together; they trickled down the siren's thighs and dripped from her drenched teats.

Adagio, for her part, was growing tired and hearing the Queen praise her resistance as pleasurable was the last straw. The siren closed her eyes and accepted her fate. As soon as she stopped clenching her muscles Chrysalis surged into her, the massive length careening into her to the hilt. A great spurt of liquid fired from Chrysalis’ cock as she hit Adagio’s cervix, painting the siren’s insides, coating her already well lubricated tunnel. Sonata held her breath when the translucent slime fired from her sister’s insides, and grimaced once it splattered wetly between her bound hind-legs.

“Coming already?” Adagio snarked. The changeling could take her body, but she would not take her will. If her womb was not breached she could still resist. “Not a very impressive stamina for a queen.”

“Oh, don’t you worry my little slut.” Chrysalis panted with a satisfied smirk. “That was only precum.” She withdrew slowly as Adagio tensed “I’ll tell you when I’m coming.” she shoved her dick with reckless abandon, laughing as she sank balls deep once again.

Chrysalis didn’t care about Adagio’s enjoyment; she was after her own pleasure exclusively. She almost pulled out, leaving only the head, before slamming her hips against the siren’s. Again and again she pounded the abused cunt, her heavy balls smacking Adagio’s swollen teats each time. The changeling felt her twins churn with their load, but she refused to come so soon after being taunted. She would wait until the siren begged for the end. So she sped up, jack hammering away. The sound of her sperm packed balls slapping Adagio's ample bosom was the most beautiful melody she had heard in her long life.

A whimper caught Chrysalis' attention, and she looked back at her two other prizes. Aria was still struggling against the changeling slime, but Sonata seemed to have completely broken down. Tears and snot ran down her pretty little muzzle, her eyes shut and ears pressed against her skull. The sight sent a thrill of pleasure down Chrysalis’ spine, her balls cramping prematurely. To Tartarus with pride, she would have time to deal with Adagio’s disrespect later. Right now she wanted to fuck the beautiful petite blue mare.

“It’s time, little slut.” Chrysalis stated breathlessly. She couldn’t hold on even if she wanted to. “Open up for mommy.” Her balls jumped to her body, her sperm traveling into her body where her seminal fluid was stored. The resulting semen was thick as glue, and it made several visible bulges as it started to travel down her long cock.

Adagio grunted as Chrysalis humped erratically before slamming herself one last time. She cursed under her teeth, wincing, as the head lodged deep within her started to flare. The siren could actually feel the blobs of cum expanding the underside of the changeling cock, slowly making their way to her womb. At this point the flare was obscenely large, spreading her furthest walls apart. Adagio cried out as her cervix was pried open, Chrysalis instantly rushing to press the pointed mouth of her dick into the breach.

“Just for your information” Chrysalis panted, holding her prey tightly, her sperm almost free “this is how it feels like when I cu… Uuuuh”

The rest of her jab was lost as she went slightly cross eyed, pleasure making her mind go blank. Her spunk suddenly rushed from her loins, erupting from her cock in a long and powerful jet. The heavy spurt sprayed into Adagio’s womb, the siren shaking her hips in a vain attempt to dislodge the flared head. Before long she started to feel flushed and weak, her uterus spasming as it was filled. She cursed loudly: she was going into heat while her belly was swelling with spunk, there was no way she wouldn't get knocked up. Chrysalis had won. Tears of defeat rolled down her cheeks as the rush of potent semen tapered out, leaving her with a visible bump on her belly. A few weak spurts later Chrysalis started to slowly withdraw her still flared head, scraping Adagio's walls, making the siren squirm with pain and pleasure. Nevertheless Adagio released a breath of relief, believing her ordeal to be over.

She yelped as the changeling took her mane into her maw. The changeling pulled the orange poofy mane, making Adagio cry out, and brutally humped ahead. The shrieks made her second release much more pleasurable. And the cycle repeated. Every time the flood of spunk subsided Chrysalis retreated, almost pulling out of Adagio’s cunt. She waited for a random amount of time, letting Adagio wonder if she had finished, only to furiously yank her mane and ram her cock into her, the gaping cervix accepting another helping of thick spunk as the pony screamed in pain. Her balls were still fervently producing the potent mixture, her whole body focusing on delivering it into the fertile pony.

Chrysalis didn’t know how long she kept filling her broodmare, but after some time she could no longer hilt, her own dense emission halting her thrusts. She exhaled deeply and stilled her hips, feeling the last of her cum travel down her length. Her flared cock deflated, but before she was completely soft she gave one last playful lunge, packing her spunk as deep as she could with an audible *squish*. Her cock then slipped out noisily, the organ dripping like a faucet as it swung limply. Chrysalis ignited her horn, healing Adagio’s insides and resealing her cervix, trapping gallons of spunk inside her womb. She took a step back, admiring her work.

Adagio had a haunted expression, tears matting her fur, but she still had a fire burning deep in her eyes. Chrysalis smiled happily. She was glad Adagio still retained her personality even after such a rough fucking. A dead minded mare was no fun to mate with in her experience. The former siren was bloated with her sperm, the excess trickling slowly from her restored pussy in heavy clumps that splattered between her trembling hooves. Her generous jugs were reddened after being bludgeoned by Chrysalis' balls repeatedly, trickles of sperm running down their mouth watering curves . The changeling pinched a nipple with her magic and twisted, enjoying Adagio's wince then, unable to resist, Chrysalis rushed forward, bent down and took one of the fat mounds in her mouth. Taking special care with her fangs Chrysalis suckled urgently, her tongue grasping the nipple, stretching it, milking it... She couldn't wait for Adagio to start lactating! For now her suckling only tasted like her own spunk. The scent of sex was overwhelming, making Chrysalis’ soft cock twitch. Her jaw unhinged wider, trying to swallow the whole thing as Adagio moaned despite herself. Chrysalis started to day dream about mounting the siren while their newborn children crowded under them to nurse, the little changeling foals slurping her milk while her cunt was ravaged. She put the thought away for later as she reluctantly released Adagio's teat with a *pop*, her tongue giving it one last squeeze.

“One down, two to go.” She sang as she turned to her next victim. Aria looked livid, her eyes promising murder. "Don't look at me like that, I promised your sister would be last." she chuckled darkly, her horn glowing.